Legacy Group definition

Legacy Group. Legacy and each corporation filing a consolidated federal Income Tax Return with Legacy as the parent corporation.
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Legacy Group means any or all of: (i) SES Legacy Holdings; (ii) Crestview Partners II SES Investment, LLC; (iii) any funds, limited partnerships or other investment entities or vehicles managed by Crestview Advisors, L.L.C. or controlled by Crestview Partners II GP, L.P.; (iv) B-29 Investments LP; (v) Sunray Capital, LP; (v) any or all of Xxxxxxx X. Xxxxxxx, Xxxxxx Xxxxxxx, Xxxx Xxxxxxxx, Xxxx Xxxxx, Xxxx Xxxxxxx, Xxxx Xxxxxxxx, Xxxx Xxxxxxx,
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Legacy Group means any or all of: (i) SES Legacy Holdings, LLC; (ii) Crestview Partners II SES Investment, LLC; (iii) any funds, limited partnerships or other investment entities or vehicles managed by Crestview Advisors, L.L.C. or controlled by Crestview Partners II GP, L.P.; (iv) B-29 Investments LP; (v) Sunray Capital, LP; (v) any or all of Xxxxxxx X. Xxxxxxx, Xxxxxx Xxxxxxx, Xxxx Xxxxxxxx, Xxxx Xxxxx, Xxxx Xxxxxxx, Xxxx Xxxxxxxx, Xxxx Xxxxxxx, Xxxxxxx X. Xxxx, and any other officers or directors of the Corporation; (v) successors in interest to, assigns of, third-party transferees of, and Affiliates of the persons referenced in the immediately preceding clauses (i) through (v); and (vi) any person (1) who holds equity interests in SES Legacy Holdings, LLC or Crestview Partners II SES Investment, LLC prior to the completion of the Corporate Taxpayer’s or its successor’s initial public offering of Class A Shares and (2) executes an agreement for purposes of maintaining shared control over the governance, business and affairs of the Corporate Taxpayer, prior to or after the completion of the Corporate Taxpayer’s or its successor’s initial public offering of Class A Shares, with any of Crestview Partners II SES Investment, LLC, B-29 Investments LP or Sunray Capital, LP in a form mutually acceptable to the parties thereto.
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Examples of Legacy Group in a sentence

  • Corporate Governance New PubCo will retain the same management and board composition as Old PubCo. The charter and bylaws of New PubCo shall have provisions identical to the current charter and bylaws of Old PubCo, including all of the rights of the Amneal Legacy Group contained therein, consistent with Section 251(g) of the DGCL.

  • Reorganization Documentation Prior to Closing, the Parties will amend any applicable governance, voting, stockholders or similar agreements to which Old PubCo, Opco or any of the Amneal Legacy Group members are party (including, but not limited to, the Opco LLCA, TRA and Stockholders Agreement) in order to (i) effect the Reorganization and (ii) maintain the effectiveness of such agreements following the Reorganization.

  • The terms of the TRA will be amended to provide that the percentage of the applicable tax savings the Amneal Legacy Group will be entitled to thereunder is decreased from 85% to 75%.

  • Old PubCo shall file an 8-K disclosing this Term Sheet, and the Amneal Legacy Group shall make appropriate Section 13/16 filings, in each case promptly after execution hereof.

  • Tax Receivable Agreement The Reorganization shall not result in an acceleration of the Tax Receivable Agreement dated as of May 4, 2018, by and among Old PubCo, Opco and the Amneal Legacy Group (the “TRA”).

  • The First Merger will meet the requirements of Section 251(g) of the DGCL and will be accomplished without a vote of the stockholders of Old PubCo. Consideration The Amneal Legacy Group will not receive cash consideration in the Reorganization.

  • The MHC currently owns 100% of the common stock of Legacy Group, Inc., a Massachusetts-chartered stock holding company (the “Mid-Tier Holding Company”), which owns 100% of the common stock of Legacy Banks (the “Bank”), a Massachusetts-chartered savings bank which is headquartered in Pittsfield, Massachusetts.

  • Excel shall indemnify and hold harmless Legacy and the Legacy Group against any and all Income and Other Taxes specifically attributable to the Excel Assets for all taxable years and periods.

  • Legacy Group, Inc., a Massachusetts-chartered stock holding company.

  • Any Covered Person entitled to indemnification and/or advancement of expenses, in each case pursuant to this Section 7.6, may have certain rights to indemnification, advancement and/or insurance provided by one or more persons with whom or which such Covered Person may be associated (including, without limitation, any member of the Legacy Group).


More Definitions of Legacy Group

Legacy Group means (i) with respect to U.S. federal income Taxes, any affiliated group of corporations (as defined in Section 1504(a) of the Code) of which any Purchased Subsidiary was a member (other than a Seller Group) and (ii) with respect to any other Taxes, any consolidated, combined, unitary or other group of which any Purchased Subsidiary was a member (other than a Seller Group).
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Legacy Group means any or all of: (i) SES Legacy Holdings, LLC (“Legacy Owner Holdco”); (ii) Crestview Partners II SES Investment, LLC (“Crestview Holdco”); (iii) any funds, limited partnerships or other investment entities or vehicles managed by Crestview Advisors, L.L.C. or controlled by Crestview Partners II GP, L.P., (the “Crestview Entities”); (iv) B-29 Investments LP; (v) Sunray Capital, LP; (vi) Proactive Investments, LP; (vii) any or all of Xxxxxx Xxxxxxx, Xxxx Xxxxxxxx, Xxxx Xxxxx, Xxxx Xxxxxxx, Xxxx Xxxxxxxx, Xxxx Xxxxxxx, and any officers or directors of the Corporation; (viii) successors in interest to, assigns of, third-party transferees of all or substantially all of the ownership interests of, and Affiliates (as defined in Section 10.2, and other than the Corporation) of any of the persons referenced in the immediately preceding clauses (i) through (viii); and (ix) any person (1) who holds equity interests in Legacy Owner Holdco or Crestview Holdco and (2) executes an agreement for purposes of maintaining shared control over the governance, business and affairs of the Corporation, with any of Crestview Holdco, B-29 Investments LP or Sunray Capital, LP in a form mutually acceptable to the parties thereto, and excluding, for the avoidance of doubt, any Person who acquires voting stock of the Corporation through a broker’s transaction executed on any securities exchange or other over-the-counter market or pursuant to an underwritten public offering. The “SCF Group” means any and all of (a) SCF-VI, L.P.; (b) SCF-VII, L.P.; (c) SCF-VII(A), L.P.; and (d) any funds, limited partnership or other investment entities or vehicles managed or controlled by SCF Partners, Inc. For purposes of this Amended and Restated Certificate of Incorporation, beneficial ownership of shares shall be determined in accordance with Rule 13d-3 promulgated under the Exchange Act.
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Related to Legacy Group

  • Remainco Group means RemainCo and its Subsidiaries, other than the SpinCo Group.

  • Service Group means any one or more (as the context may require) of the service groups described in this Schedule;

  • SpinCo shall have the meaning set forth in the Preamble.

  • SpinCo Group means (a) prior to the Effective Time, SpinCo and each Person that will be a Subsidiary of SpinCo as of immediately after the Effective Time, including the Transferred Entities, even if, prior to the Effective Time, such Person is not a Subsidiary of SpinCo; and (b) on and after the Effective Time, SpinCo and each Person that is a Subsidiary of SpinCo.

  • SAP Group means SAP Parent and any of its Associated Companies.

  • Xxxx Group means collectively Xxxx Capital Fund V, L.P., Xxxx Capital Fund V-B, L.P., BCIP Associates, BCIP Trust Associates, L.P. and Xxxxxxxx Street Partners.

  • SpinCo Entities means the entities, the equity, partnership, membership, limited liability, joint venture or similar interests of which are set forth on Schedule IV under the caption “Joint Ventures and Minority Investments.”

  • Participating Company Group means, at any point in time, all corporations collectively which are then Participating Companies.

  • Minority Group means any of the following racial or ethnic groups:

  • DBS Group means any of DBS’s subsidiaries, DBS’s holding company and any subsidiaries of DBS’s holding company;

  • RemainCo shall have the meaning set forth in the Preamble.

  • Xxxxx Group means Xxxxx and any Affiliate of Xxxxx.

  • Cendant means Cendant Corporation, a Delaware corporation.

  • Company Group means the Company and its Subsidiaries.

  • MINORITY BUSINESS ENTERPRISE (MBE means an individual, partnership, corporation or joint venture of any kind that is owned and controlled by U. S. Citizens and residents of Ohio, who are and have held themselves out as members of the following socially and economically disadvantaged groups: Blacks, American Indians, Hispanics and Asians. Only businesses certified by the State of Ohio Equal Opportunity Division in accordance with Section 123.151 of the Ohio Revised Code shall be recognized as being MBE certified within the purpose of this invitation.

  • SpinCo Employee means any individual who, immediately following the Distribution Date, will be employed by Spinco or any member of the Spinco Group in a capacity considered by Spinco to be common law employment, including active employees and employees on vacation and approved leaves of absence (including maternity, paternity, family, sick, short-term or long-term disability leave, qualified military service under the Uniformed Services Employment and Reemployment Rights Act of 1994, and leave under the Family Medical Leave Act and other approved leaves).

  • Retained Group means the Seller, its subsidiaries and subsidiary undertakings from time to time, any holding company of the Seller and all other subsidiaries or subsidiary undertakings of any such holding company (except members of the Group);

  • SpinCo Business has the meaning set forth in the Separation and Distribution Agreement.

  • Distribution Company means a distribution company as defined in Section 1 of Chapter 164 of the Massachusetts General Laws.3

  • Transferred Entities means the entities set forth on Schedule 1.5.

  • ITT means the Purchaser’s invitation to tender dated (date ITT issued).

  • SpinCo Separate Return means any Tax Return of or including any member of the SpinCo Group (including any consolidated, combined, or unitary return) that does not include any member of the Parent Group.

  • Related Group For Loan Group 1, Group 1 and for Loan Group 2, Group 2.

  • Seller Group means, at any time, the group of companies comprised of Xxxxx Fargo & Company and its subsidiaries at that time.